Q Earnings. July 26, 2017

Transcription

1 Q Earnings July 26, 2017

2 Forward-Looking Statements and Non-GAAP Measures Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of These statements are based on management s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words anticipate, believe, expect, estimate, plan, and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this presentation include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly in the automotive and data and devices industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed information about these and other factors is set forth in TE Connectivity Ltd. s Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2016 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission. Non-GAAP Financial Measures Where we have used non-gaap financial measures, reconciliations to the most comparable GAAP measure are provided, along with a disclosure on the usefulness of the non-gaap measure, in this presentation. 2

3 Q3 Highlights Record Q3 performance and exceeded Guidance; Raising FY17 Guidance 8% organic growth year-over-year Sales of $3.4B, with organic growth across all segments and regions Transportation grew 8% organically as content growth continues to drive market outperformance Organic growth of 5% in Industrial driven by strength in factory automation & medical applications Double digit organic growth in Communications with growth across all businesses Record profitability in Q3 Adjusted EPS of $1.24, up 15% Y/Y driven by operational strength Adjusted Operating Margin of 16.6%, expanded margins by 50bps Y/Y Free Cash Flow of $408M with $324M returned to shareholders Raising FY17 Sales and EPS guidance Increasing year over year organic growth to 7% and adjusted EPS to $4.73 at the mid-point, up 20% Order momentum continues, up 12% Y/Y in Q3 excluding SubCom Strengthening our harsh portfolio with bolt-on acquisitions in Automotive and Medical 3 Organic Net Sales Growth, Adjusted EPS, Adjusted Operating Margin and Free Cash Flow are non-gaap measures; see Appendix for description and reconciliation.

4 Segment Orders Summary ($ in millions) Reported FY16 FY17 FY17 Q3 Y/Y Growth Q3 Q2 Q3 Reported Organic Transportation 1,659 1,811 1,887 14% 15% Industrial % 6% Transportation Y/Y growth driven by all regions and businesses Industrial Y/Y growth driven by strength in Industrial Equipment Communications Ex SubCom* Total TE Ex SubCom* Book to Bill Ex SubCom* % 12% 2,927 3,184 3,270 12% 12% Communications Y/Y growth driven by strength in Asia in both Data and Devices and Appliances *SubCom is a project based business and excluded from the summary to provide a comparable view of orders in each period. Orders momentum in all segments in Q3 4

5 Transportation Solutions $ in Millions Reported Up 7% Organic Up 8% Sales $1,652 $1,765 Q Q Y/Y Growth Rates Reported Organic Orders $1,887 14% 15% Business Performance Y/Y Growth Rates Reported Organic Automotive $1,294 4% 6% Commercial Transportation % 23% Sensors % 7% Transportation Solutions $1,765 7% 8% Adjusted Operating Margin Segment operating margins in line with expectations 19.4% 18.8% Q Q Automotive sales significantly above production of 1% driven by content expansion and growth in all regions Commercial Transportation organic growth driven by strength across all regions and content gains Sensors organic growth driven by Transportation and Industrial applications Y/Y Adjusted Operating Margin impacted by stronger demand than planned creating near term supply chain inefficiencies Adjusted EBITDA Margin 24.6% 23.9% 5 Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-gaap measures; see Appendix for description and reconciliation.

6 Industrial Solutions $ in Millions Reported Up 7% Organic Up 5% Sales Y/Y Growth Rates Reported Organic Orders $951 9% 6% Adjusted Operating Margin Margins down Y/Y but flat sequentially $849 $905 Q Q % 12.7% Q Q Business Performance Y/Y Growth Rates Reported Organic Industrial Equipment $456 15% 10% Aerospace, Defense and Marine 271 (2)% (1)% Energy 178 -% 2% Industrial Solutions $905 7% 5% Industrial Equipment organic growth driven by factory automation and medical applications Organic decline in AD&M driven by timing in Commercial Aerospace partially offset by Defense growth Energy growth driven by Asia and EMEA Y/Y Adjusted Operating Margin impacted by near term AD&M demand softness; Expect sequential and Y/Y improvement in Q4 Adjusted EBITDA Margin 17.2% 17.1% 6 Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-gaap measures; see Appendix for description and reconciliation.

7 Communications Solutions $ in Millions Reported Up 12% Organic Up 14% Sales $ % $697 Q Q Y/Y Growth Rates Reported Organic Orders ex SubCom* $432 10% 12% Adjusted Operating Margin ~500bps margin expansion Y/Y driven by growth and operational improvements 16.1% Q Q Business Performance Y/Y Growth Rates Reported Organic Data & Devices $245 4% 6% Appliances % 14% SubCom % 22% Communications Solutions $697 12% 14% Data & Devices growth driven primarily by high speed programs with cloud infrastructure customers Data & Devices portfolio transformation and footprint optimization favorably impact operating margins Double digit Appliances growth, with growth across all regions and share gains in China SubCom remains solid with a strong pipeline of opportunities Adjusted EBITDA Margin 15.3% 19.7% 7 Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-gaap measures; see Appendix for description and reconciliation.

8 Q3 Financial Summary ($ in Millions, except per share amounts) Q3 FY16 Q3 FY17 Net Sales $ 3,121 $ 3,367 Operating Income $ 452 $ 536 Operating Margin 14.5% 15.9% Acquisition Related Charges 18 4 Restructuring & Other Charges, net Adjusted Operating Income $ 501 $ 559 Adjusted Operating Margin 16.1% 16.6% Earnings Per Share* $ 2.19 $ 1.21 Acquisition Related Charges Restructuring & Other Charges, net Tax Items (1.21) (0.02) Adjusted EPS $ 1.08 $ 1.24 Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-gaap measures; see Appendix for description. 8 *Represents Diluted Earnings Per Share from Continuing Operations

9 Q3 Operating Metrics $ in Millions Adjusted Gross Margin Percentage Free Cash Flow 33.0% 33.9% $589 $408 Q Q Q Q Adjusted Operating Margin Adjusted EBITDA Margin 16.1% 16.6% 20.7% 21.2% Q Q Q Q Adjusted Gross Margin Percentage, Free Cash Flow, Adjusted Operating Margin and Adjusted EBITDA Margin are non-gaap measures; See Appendix for description and reconciliation.

10 Q4 Outlook* vs 13 week Q Guidance* Highlights Transportation Solutions Industrial Solutions Communications Solutions Up Mid Single Digits Up Mid Single Digits Organic Up High Single Digits Up Mid Single Digits Organic Up Mid Single Digits Up Mid Single Digits Organic Automotive mid single digit organic growth expected on 1% global auto production; Heavy truck performance remains strong with growth across all regions Industrial Solutions growth driven by strength in factory automation and medical applications Communications Solutions growth expected across all businesses TE Connectivity Sales $3.2B to $3.3B Adjusted EPS $1.14 to $1.16 Sales up 5% Y/Y and up 4% organically at midpoint Minimal impact from FX Adjusted EPS up slightly Y/Y at the midpoint Tax rate headwind unfavorably impacting Adjusted EPS by $0.08 Y/Y Mid Single Digit Organic Growth Across Segments 10 * Assumes foreign exchange rates and commodity prices that are consistent with current levels; Growth comparisons to prior year exclude the impact of an additional week in the fourth quarter of fiscal 2016 ($238M Revenue and $0.13 Adjusted EPS) Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted EPS and Adjusted EPS Excluding the Impact of the Additional Week are non-gaap measures; see Appendix for description and reconciliation.

11 FY17 Outlook* vs 52 week prior year Guidance Highlights Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Up High Single Digits Up High Single Digits Organic Up High Single Digits Up Low Single Digits Organic Up Mid Single Digits Up High Single Digits Organic Sales of $12.85B to $12.95B Adjusted EPS of $4.72 to $4.74 Expect organic Auto growth of high-single digits on ~3% production growth, reflecting content gains; Continue to expect growth in Commercial Transportation and Sensors Low single digit Industrial organic growth reflecting continued improvement in Industrial markets High single digit organic growth in Communications driven by all businesses Sales up 8% Y/Y; Expect organic growth of 7% Y/Y (up from 6% in Prior Guidance) Adjusted EPS up 20% Y/Y at midpoint FX headwind impacting sales by ~$125M Y/Y and Adjusted EPS by $0.07 Y/Y Y/Y tax rate benefits 1H but negatively impacts 2H Raising Guidance: 7% organic growth and Adjusted EPS up 20% Y/Y 11 * Assumes foreign exchange rates and commodity prices that are consistent with current levels; Growth comparisons to prior year exclude the impact of an additional week in the fourth quarter of fiscal 2016 ($238M Revenue and $0.13 Adjusted EPS) Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted EPS and Adjusted EPS Excluding the Impact of the Additional Week are non-gaap measures; see Appendix for description and reconciliation.

12 Additional Information 12

13 Y/Y Q Sales (in millions) Adjusted EPS Q Results $3,121 $1.08 Operational Performance Acquisitions / Divestitures, net Tax Rate Impact FX Impact (51) (0.03) Q Results $3,367 $ Adjusted EPS is a non-gaap measure; See Appendix for description and reconciliation.

14 Y/Y Q Sales (in millions) Adjusted EPS Q Results 13 weeks $3,094 $1.14 Operational Performance Acquisitions / Divestitures, net Tax Rate Impact (0.08) FX Impact (5) (0.01) Q Guidance $3,240 $1.15 Guidance Range: Sales of $3.2B - $3.3B Adjusted EPS of $1.14 $ Net Sales Excluding the Impact of the Additional Week, Adjusted Earnings Per Share Excluding the Impact of the Additional Week, and Adjusted EPS are non-gaap measures; See Appendix for description and reconciliation.

15 Y/Y FY 2017 Sales (in millions) 1H 2H FY17 Adjusted EPS Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS Weeks $5,785 $1.74 $6,215 $2.21 $12,000 $3.95 Operational Performance Acquisitions / Divestitures, net* Share Repurchase Tax Rate Impact 0.10 (0.07) 0.03 FX Impact (70) (0.03) (54) (0.04) (124) (0.07) 2017 Guidance $6,290 $2.34 $6,610 $2.39 $12,900 $4.73 * The impact of Acquisitions and Divestitures is shown until one year after the event. Upon the annual anniversary, the impact is considered to be operational. Guidance Range Sales of $12.85B - $12.95B Adjusted EPS of $ $ Net Sales Excluding the Impact of the Additional Week, Adjusted Earnings Per Share Excluding the Impact of the Additional Week, and Adjusted EPS are non-gaap measures; See Appendix for description and reconciliation.

16 Q3 Balance Sheet & Cash Flow Summary Free Cash Flow and Working Capital Liquidity, Cash & Debt ($ in Millions) Q Q Cash from Continuing Operations $715 $524 Capital expenditures, net Cash paid pursuant to collateral requirements related to cross currency swaps Pre-separation and BNS related tax payments (receipts), net (148) - 22 (159) 58 (15) Free Cash Flow $589 $408 A/R - $ $2,158 $2,271 Days Sales Outstanding* ($ in Millions) Q Q Beginning Cash Balance $1,150 $773 Free Cash Flow Dividends (132) (142) Share repurchases (134) (178) Acquisitions and Divestiture, net (923) (73) Net Increase in Commercial Paper Other (6) (33) Ending Cash Balance $694 $755 Total Debt $4,036 $3,991 Inventory (Excl. CIP) - $ $1,538 $1,635 Days on Hand* Accounts Payable - $ $1,157 $1,309 Days Outstanding* Free Cash Flow is a non-gaap measure, see Appendix for description * Adjusted to exclude the impact of acquisitions

17 Appendix 17

18 Non-GAAP Financial Measures We present non-gaap performance and liquidity measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in accordance with accounting principles generally accepted in the U.S. ( GAAP ). These non-gaap financial measures provide supplemental information and should not be considered replacements for results in accordance with GAAP. Management uses non-gaap financial measures internally for planning and forecasting purposes and in its decision making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe that investors benefit from having access to the same financial measures that management uses in evaluating our operations. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-gaap financial measures in combination with the most directly comparable GAAP financial measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. These non-gaap financial measures may not be comparable to similarly-titled measures reported by other companies. The following provides additional information regarding our non-gaap financial measures: Organic Net Sales Growth represents net sales growth (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic Net Sales Growth is a useful measure of our performance because it excludes items that are not completely under management s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. This measure is a significant component in our incentive compensation plans. Adjusted Gross Margin and Adjusted Gross Margin Percentage represent gross margin and gross margin percentage, respectively, (the most comparable GAAP financial measures) before special items including acquisition related charges, if any. Adjusted Operating Income and Adjusted Operating Margin represent operating income and operating margin, respectively, (the most comparable GAAP financial measures) before special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. We utilize these measures to assess segment level operating performance and to provide insight to management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significant component in our incentive compensation plans. Adjusted Other Income, Net represents net other income (the most comparable GAAP financial measure) before special items including tax sharing income related to adjustments to prior period tax returns and other items, if any. Adjusted Income Tax Expense and Adjusted Effective Tax Rate represent income tax expense and effective tax rate, respectively, (the most comparable GAAP financial measures) after adjusting for the tax effect of special items including restructuring and other charges, acquisition related charges, other income or charges, and certain significant tax items, if any. Adjusted Income from Continuing Operations represents income from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. Adjusted Earnings Per Share represents diluted earnings per share from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. This measure is a significant component in our incentive compensation plans. 18

19 Non-GAAP Financial Measures (cont.) Adjusted Earnings Per Share Excluding the Impact of Changes in the Adjusted Effective Tax Rate represents Adjusted Earnings Per Share calculated by applying the prior period Adjusted Effective Tax Rate to the current period. We believe this measure provides useful information regarding our Adjusted Earnings Per Share. Adjusted EBITDA and Adjusted EBITDA Margin - represent net income and net income as a percentage of net sales, respectively, (the most comparable GAAP financial measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income, income from discontinued operations, and special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. Net Sales Excluding the Impact of the Additional Week, Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted Operating Income Excluding the Impact of the Additional Week, Adjusted Operating Margin Excluding the Impact of the Additional Week, and Adjusted Earnings Per Share Excluding the Impact of the Additional Week represent certain GAAP and non-gaap financial measures excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. The impact of the additional week is estimated using an average weekly sales figure for the last month of the fiscal year. Free Cash Flow (FCF) is a useful measure of our ability to generate cash. The difference between net cash provided by continuing operating activities (the most comparable GAAP financial measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our operations. Free Cash Flow is defined as net cash provided by continuing operating activities excluding voluntary pension contributions and the cash impact of special items, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP financial measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters and cash paid (collected) pursuant to collateral requirements related to cross currency swaps, are also excluded by management in evaluating Free Cash Flow. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because they represent long-term commitments. In the calculation of Free Cash Flow, we subtract certain cash items that are ultimately within management s and the Board of Directors discretion to direct and may imply that there is less or more cash available for our programs than the most comparable GAAP financial measure indicates. It should not be inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of Free Cash Flow. 19

20 Segment Summary For the Q uarters Ended For the Nine Months Ended June 30, June 24, June 30, June 24, ($ in millions) Net Sales Net Sales Net Sales Net Sales Transportation Solutions $ 1,765 $ 1,652 $ 5,195 $ 4,767 Industrial Solutions ,553 2,296 Communications Solutions ,909 1,843 Total $ 3,367 $ 3,121 $ 9,657 $ 8,906 O perating O perating O perating O perating O perating O perating O perating O perating Income Margin Income Margin Income Margin Income Margin Transportation Solutions $ % $ % $ % $ % Industrial Solutions Communications Solutions Total $ % $ % $ 1, % $ 1, % Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted O perating O perating O perating O perating O perating O perating O perating O perating Income (1) Margin (1) Income (1) Margin (1) Income (1) Margin (1) Income (1) Margin (1) Transportation Solutions $ % $ % $ 1, % $ % Industrial Solutions Communications Solutions Total $ % $ % $ 1, % $ 1, % (1) Adjusted operating income and adjusted operating margin are non-gaap financial measures. See description of non-gaap financial measures. 20

21 Reconciliation of Net Sales Growth Q3 17 vs. Q3 16 Net Sales Growth Change in Net Sales for the Q uarter Ended June 30, 2017 versus Net Sales for the Q uarter Ended June 24, 2016 O rganic Net Sales Growth (1) Translation (2) Acquisitions ($ in millions) Transportation Solutions (3) : Automotive $ % $ % $ (21) $ - Commercial transportation (5) - Sensors (4) 9 Total (30) 9 Industrial Solutions (3) : Industrial equipment (7) 28 Aerospace, defense, oil, and gas (5) (1.8) (2) (0.6) (3) - Energy (4) - Total (14) 28 Communications Solutions (3) : Data and devices (4) - Subsea communications Appliances (3) - Total (7) - Total $ % $ % $ (51) $ 37 (1) Organic net sales growth is a non-gaap financial measure. See description of non-gaap financial measures. (2) Represents the change in net sales resulting from changes in foreign currency exchange rates. (3) Industry end market information is presented consistently with our internal management reporting and may be periodically revised as management deems necessary. 21

22 Reconciliation of Net Sales Growth by Region Q3 17 vs. Q3 16 Change in Net Sales for the Q uarter Ended June 30, 2017 versus Net Sales for the Q uarter Ended June 24, 2016 Net O rganic Net Sales Growth Sales Growth (1) Translation (2) Acquisitions ($ in millions) Americas $ % $ % $ 1 $ 5 EMEA (30) 31 Asia Pacific (22) 1 Total $ % $ % $ (51) $ 37 (1) Organic net sales growth is a non-gaap financial measure. See description of non-gaap financial measures. (2) Represents the change in net sales resulting from changes in foreign currency exchange rates. 22

23 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 30, 2017 Adjustments Acquisition Restructuring Related and O ther Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 328 $ 1 $ 3 $ - $ 332 Industrial Solutions Communications Solutions Total $ 536 $ 4 $ 19 $ - $ 559 Operating Margin 15.9% 16.6% Other Income (Expense), Net $ (4) $ - $ - $ 7 $ 3 Income Tax Expense $ (71) $ (1) $ (3) $ (14) $ (89) Effective Tax Rate 14.1% 16.7% Income from Continuing Operations $ 432 $ 3 $ 16 $ (7) $ 444 Diluted Earnings per Share from Continuing Operations $ 1.21 $ 0.01 $ 0.04 $ (0.02) $ 1.24 (1) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (3) See description of non-gaap financial measures. 23

24 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 31, 2017 Acquisition Adjustments Restructuring Related and O ther Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 300 $ - $ 33 $ - $ 333 Industrial Solutions Communications Solutions Total $ 473 $ 3 $ 59 $ - $ 535 Operating Margin 14.7% 16.6% Other Expense, Net $ (2) $ - $ - $ - $ (2) Income Tax Expense $ (39) $ - $ (17) $ (22) $ (78) Effective Tax Rate 8.8% 15.4% Income from Continuing Operations $ 406 $ 3 $ 42 $ (22) $ 429 Diluted Earnings per Share from Continuing Operations $ 1.13 $ 0.01 $ 0.12 $ (0.06) $ 1.19 (1) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Income tax benefits associated with the tax impacts of certain intercompany transactions. (3) See description of non-gaap financial measures. 24

25 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 24, 2016 Acquisition Adjustments Restructuring Related and O ther Tax Adjusted U.S. GAAP Charges (1)(2) Charges, Net (2) Items (3) (Non-GAAP) (4) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 297 $ 2 $ 21 $ - $ 320 Industrial Solutions Communications Solutions Total $ 452 $ 18 $ 31 $ - $ 501 Operating Margin 14.5% 16.1% Other Expense, Net $ (651) $ - $ - $ 650 $ (1) Income Tax (Expense) Benefit $ 1,019 $ (3) $ (10) $ (1,086) $ (80) Effective Tax Rate 446.9% 17.0% Income from Continuing Operations $ 791 $ 15 $ 21 $ (436) $ 391 Diluted Earnings per Share from Continuing Operations $ 2.19 $ 0.04 $ 0.06 $ (1.21) $ 1.08 (1) Includes $11 million of acquisition and integration costs and $7 million of non-cash amortization associated with fair value adjustments 25 related to acquired inventories and customer order backlog recorded in cost of sales. (2) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) Includes $1,135 million of income tax benefits associated with the settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-gaap financial measures.

26 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 31, 2017 Adjustments Acquisition Restructuring Related and O ther Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 643 $ 1 $ 57 $ - $ 701 Industrial Solutions Communications Solutions Total $ 959 $ 6 $ 106 $ - $ 1,071 Operating Margin 15.2% 17.0% Other Expense, Net $ (2) $ - $ - $ - $ (2) Income Tax Expense $ (93) $ (1) $ (30) $ (52) $ (176) Effective Tax Rate 10.3% 17.3% Income from Continuing Operations $ 812 $ 5 $ 76 $ (52) $ 841 Diluted Earnings per Share from Continuing Operations $ 2.26 $ 0.01 $ 0.21 $ (0.14) $ 2.34 (1) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards. (3) See description of non-gaap financial measures. 26

27 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Nine Months Ended June 30, 2017 Adjustments Acquisition Restructuring Related and O ther Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 971 $ 2 $ 60 $ - $ 1,033 Industrial Solutions Communications Solutions Total $ 1,495 $ 10 $ 125 $ - $ 1,630 Operating Margin 15.5% 16.9% Other Income (Expense), Net $ (6) $ - $ - $ 7 $ 1 Income Tax Expense $ (164) $ (2) $ (33) $ (66) $ (265) Effective Tax Rate 11.6% 17.1% Income from Continuing Operations $ 1,244 $ 8 $ 92 $ (59) $ 1,285 Diluted Earnings per Share from Continuing Operations $ 3.47 $ 0.02 $ 0.26 $ (0.16) $ (1) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Includes income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards. Also includes income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (3) See description of non-gaap financial measures.

28 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 25, 2016 Adjustments Restructuring Acquisition and O ther Related Charges Tax Adjusted U.S. GAAP Charges (1) (Credits), Net (1)(2) Items (3) (Non-GAAP) (4) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 550 $ 4 $ 31 $ - $ 585 Industrial Solutions Communications Solutions (117) Total $ 933 $ 10 $ (59) $ - $ 884 Operating Margin 16.1% 15.3% Other Income, Net $ 20 $ - $ - $ - $ 20 Income Tax Expense $ (188) $ (3) $ 23 $ (25) $ (193) Effective Tax Rate 20.9% 22.7% Income from Continuing Operations $ 713 $ 7 $ (36) $ (25) $ 659 Diluted Earnings per Share from Continuing Operations $ 1.88 $ 0.02 $ (0.09) $ (0.07) $ 1.74 (1) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Includes the gain on the divestiture of our Circuit Protection Devices business. (3) Includes income tax benefits related to deferred tax assets recognized in connection with the sale of the Circuit Protection Devices business. (4) See description of non-gaap financial measures. 28

29 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Nine Months Ended June 24, 2016 Acquisition Adjustments Restructuring and O ther Related Charges Tax Adjusted U.S. GAAP Charges (1)(2) (Credits), Net (2) Items (3) (Non-GAAP) (4) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 847 $ 6 $ 52 $ - $ 905 Industrial Solutions Communications Solutions (108) Total $ 1,385 $ 28 $ (28) $ - $ 1,385 Operating Margin 15.6% 15.6% Other Income (Expense), Net $ (631) $ - $ - $ 650 $ 19 Income Tax (Expense) Benefit $ 831 $ (6) $ 13 $ (1,111) $ (273) Effective Tax Rate (123.5)% 20.6% Income from Continuing Operations $ 1,504 $ 22 $ (15) $ (461) $ 1,050 Diluted Earnings per Share from Continuing Operations $ 4.03 $ 0.06 $ (0.04) $ (1.24) $ 2.82 (1) Includes $19 million of acquisition and integration costs and $9 million of non-cash amortization associated with fair value adjustments related 29 to acquired inventories and customer order backlog recorded in cost of sales. (2) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) Includes $1,135 million of income tax benefits associated with the settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-gaap financial measures.

30 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended September 30, 2016 Adjustments Restructuring Acquisition and O ther Related Charges Adjusted U.S. GAAP Charges (1) (Credits), Net (1) (Non-GAAP) (2) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 344 $ 3 $ (6) $ 341 Industrial Solutions Communications Solutions Total $ 517 $ 4 $ 30 $ 551 Operating Margin 15.5% 16.5% Other Expense, Net $ (1) $ - $ - $ (1) Income Tax Expense $ (52) $ (1) $ (15) $ (68) Effective Tax Rate 10.6% 13.0% Income from Continuing Operations $ 437 $ 3 $ 15 $ 455 Diluted Earnings per Share from Continuing Operations $ 1.22 $ 0.01 $ 0.04 $ 1.27 (1) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) See description of non-gaap financial measures. 30

31 Impact of Additional Week for Q Change in Net Sales for the Q uarter Ended Change in Organic Net Sales for the Quarter Ended September 30, 2016 versus Net Sales for the September 30, 2016 versus Organic Net Sales for the For the Quarter Ended September 30, 2016 For the Quarter Ended September 25, 2015 Q uarter Ended September 25, 2015 (2) Adjustment Quarter Ended Adjustment Adjustment 14 Weeks Impact of 13 Weeks September 25, 14 Weeks Impact of 13 Weeks 14 Weeks Impact of 13 Weeks U.S. GAAP 14th Week (Non-GAAP) (1)(2) 2015 U.S. GAAP 14th Week (Non-GAAP) (1)(2) (Non-GAAP) (2) 14th Week (Non-GAAP) (1)(2) ($ in millions) Net Sales: Transportation Solutions Automotive $ 1,311 $ (102) $ 1,209 $ 1, % (9.0)% 7.2% 15.3% (9.0)% 6.3% Commercial Transportation 215 (15) (7.9) (7.9) 4.2 Sensors 210 (13) (6.8) (6.5) (2.3) Total 1,736 (130) 1,606 1, (8.6) (8.5) 4.9 Industrial Solutions Industrial Equipment 427 (32) (9.3) (7.8) (7.1) Aerospace, Defense, Oil, and Gas 299 (20) (7.2) (7.1) 0.9 Energy 193 (13) (7.6) (7.6) 5.8 Total 919 (65) (8.2) (7.5) (1.5) Communications Solutions Data and Devices 262 (21) (18.9) (6.5) (25.4) (5.8) (7.5) (13.3) Subsea Communications 239 (11) (5.4) (5.2) 13.1 Appliances 176 (11) (6.9) (7.4) 3.0 Total 677 (43) (1.0) (6.3) (7.3) 5.9 (6.8) (0.9) Total $ 3,332 $ (238) $ 3,094 $ 2, % (8.0)% 3.7% 9.8% (7.9)% 1.9% Acquisition Adjustments Restructuring Adjustment Related and Other 14 Weeks Impact of 13 Weeks U.S. GAAP Charges Charges, Net (Non-GAAP) (2) 14th Week (Non-GAAP) (1)(2) ($ in millions, except per share data) Operating Income $ 517 $ 4 $ 30 $ 551 $ (55) $ 496 Operating Margin 15.5% 16.5% 16.0% Diluted Earnings per Share from Continuing Operations $ 1.22 $ 0.01 $ 0.04 $ 1.27 $ (0.13) $ 1.14 (1) Excludes the impact of an additional week in the fourth quarter of fiscal The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-gaap financial measures. 31

32 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 30, 2016 Acquisition Adjustments Restructuring and O ther Related Charges Tax Adjusted U.S. GAAP Charges (1)(2) (Credits), Net (2) Items (3) (Non-GAAP) (4) ($ in millions, except per share data) Operating Income: Transportation Solutions $ 1,191 $ 9 $ 46 $ - $ 1,246 Industrial Solutions Communications Solutions (75) Total $ 1,902 $ 32 $ 2 $ - $ 1,936 Operating Margin 15.5% 15.8% Other Income (Expense), Net $ (632) $ - $ - $ 650 $ 18 Income Tax (Expense) Benefit $ 779 $ (7) $ (2) $ (1,111) $ (341) Effective Tax Rate (67.0)% 18.5% Income from Continuing Operations $ 1,941 $ 25 $ - $ (461) $ 1,505 Diluted Earnings per Share from Continuing Operations $ 5.26 $ 0.07 $ - $ (1.25) $ 4.08 (1) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments 32 related to acquired inventories and customer order backlog recorded in cost of sales. (2) The tax effect of each non-gaap adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) Includes $1,135 million of income tax benefits associated with the settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-gaap financial measures.

33 Impact of Additional Week for Fiscal 2016 Fiscal 2016 Change in Net Sales for Fiscal 2016 versus Net Sales for Fiscal 2015 Change in Organic Net Sales for Fiscal 2016 versus O rganic Net Sales for Fiscal 2015 (2) Adjustment Adjustment Adjustment 53 Weeks Impact of 52 Weeks 53 Weeks Impact of 52 Weeks 53 Weeks Impact of 52 Weeks U.S. GAAP 53rd Week (Non-GAAP) (1)(2) Fiscal 2015 U.S. GAAP 53rd Week (Non-GAAP) (1)(2) (Non-GAAP) (2) 53rd Week (Non-GAAP) (1)(2) ($ in millions) Net Sales: Transportation Solutions Automotive $ 4,912 $ (102) $ 4,810 $ 4, % (2.2)% 0.6% 5.6% (2.2)% 3.4% Commercial transportation 825 (15) (1.8) (1.2) 2.6 (1.8) 0.8 Sensors 766 (13) (1.7) (1.7) 1.4 Total 6,503 (130) 6,373 6, (2.1) (2.1) 2.8 Industrial Solutions Industrial equipment 1,419 (32) 1,387 1, (2.5) 4.8 (5.2) (2.1) (7.3) Aerospace, defense, oil, and gas 1,100 (20) 1,080 1,151 (4.4) (1.8) (6.2) (3.8) (1.7) (5.5) Energy 696 (13) (1.3) (1.8) (3.1) 3.6 (1.9) 1.7 Total 3,215 (65) 3,150 3, (2.0) (0.9) (2.8) (1.9) (4.7) Communications Solutions Data and devices 1,020 (21) 999 1,357 (24.8) (1.6) (26.4) (17.8) (1.7) (19.5) Subsea communications 885 (11) (1.5) (1.3) 23.5 Appliances 615 (11) (3.5) (1.7) (5.2) (1.8) (1.9) (3.7) Total 2,520 (43) 2,477 2,703 (6.8) (1.6) (8.4) (1.6) (1.7) (3.3) Total $ 12,238 $ (238) $ 12,000 $ 12,233 -% (1.9)% (1.9)% 1.5% (2.0)% (0.5)% Acquisition Adjustments Restructuring Adjustment Related and Other 53 Weeks Impact of 52 Weeks U.S. GAAP Charges (3) Charges, Net Tax Items (4) (Non-GAAP) (2) 53rd Week (Non-GAAP) (1)(2) ($ in millions, except per share data) Operating Income $ 1,902 $ 32 $ 2 $ - $ 1,936 $ (55) $ 1,881 Operating Margin 15.5% 15.8% 15.7% Diluted Earnings per Share from Continuing Operations $ 5.26 $ 0.07 $ - $ (1.25) $ 4.08 $ (0.13) $ 3.95 (1) Excludes the impact of an additional week in the fourth quarter of fiscal The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-gaap financial measures. (3) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (4) Includes $1,135 million of income tax benefits associated with the settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. 33

34 Reconciliation of Gross Margin & Gross Margin Percentage For the Q uarters Ended June 30, June 24, ($ in millions) Net Sales $ 3,367 $ 3,121 Cost of Sales 2,229 2,099 Gross Margin 1,138 1,022 Gross Margin Percentage 33.8% 32.7% Acquisition Related Charges 3 7 Adjusted Gross Margin (1) $ 1,141 $ 1,029 Adjusted Gross Margin Percentage (1) 33.9% 33.0% (1) See description of non-gaap financial measures. 34

35 Reconciliation of Free Cash Flow For the Q uarters Ended For the Nine Months Ended June 30, June 24, June 30, June 24, (in millions) Net cash provided by operating activities: Net cash provided by continuing operating activities $ 524 $ 715 $ 1,449 $ 1,262 Net cash provided by (used in) discontinued operating activities (1) 3 (1) ,448 1,263 Net cash used in investing activities (241) (1,072) (538) (1,057) Net cash used in financing activities (299) (100) (791) (2,837) Effect of currency translation on cash (1) (2) (11) (4) Net increase (decrease) in cash and cash equivalents $ (18) $ (456) $ 108 $ (2,635) Net cash provided by continuing operating activities $ 524 $ 715 $ 1,449 $ 1,262 Excluding: Payments (receipts) related to pre-separation U.S. tax matters, net (15) 5 (23) 145 Payments related to income taxes on the sale of the Broadband Network Solutions business Cash paid pursuant to collateral requirements related to cross currency swaps Capital expenditures, net (159) (148) (440) (417) Free cash flow (1) $ 408 $ 589 $ 1,005 $ 1,035 (1) Free cash flow is a non-gaap financial measure. See description of non-gaap financial measures. 35

36 Reconciliation of Adjusted EBITDA Margin For the Quarters Ended June 30, June 24, ($ in millions) Net Income $ 435 $ 839 Income from discontinued operations (3) (48) Income tax expense (benefit) 71 (1,019) Other expense, net Interest expense Interest (income) (3) (2) Operating Income Acquisition related charges 4 18 Restructuring and other charges (credits), net Adjusted Operating Income (1) Depreciation and amortization (2) Adjusted EBITDA (1) $ 713 $ 647 Net Sales $ 3,367 $ 3,121 Net income as a percentage of net sales 12.9% 26.9% Adjusted EBITDA margin (1) 21.2% 20.7% For the Quarters Ended June 30, 2017 June 24, 2016 Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total ($ in millions) Operating Income $ 328 $ 98 $ 110 $ 536 $ 297 $ 95 $ 60 $ 452 Acquisition related charges Restructuring and other charges, net Adjusted Operating Income (1) Depreciation and amortization (2) Adjusted EBITDA (1) $ 421 $ 155 $ 137 $ 713 $ 406 $ 146 $ 95 $ 647 Net Sales $ 1,765 $ 905 $ 697 $ 3,367 $ 1,652 $ 849 $ 620 $ 3,121 Operating margin 18.6% 10.8% 15.8% 15.9% 18.0% 11.2% 9.7% 14.5% Adjusted operating margin (1) 18.8% 12.7% 16.1% 16.6% 19.4% 13.2% 11.1% 16.1% Adjusted EBITDA margin (1) 23.9% 17.1% 19.7% 21.2% 24.6% 17.2% 15.3% 20.7% (1) See description of non-gaap financial measures. (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $3 million and $2 million for the quarters ended June 30, 2017 and June 24, 2016, respectively, as these charges are included in the acquisition related charges line. 36

37 Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures O utlook for Q uarter Ending September 29, O utlook for 2017 (1) Fiscal 2017 (1) Diluted earnings per share from continuing operations (GAAP) $ $1.09 $ Restructuring and other charges, net Acquisition related charges Tax items - (0.16) Adjusted diluted earnings per share from continuing operations (non-gaap) (2) $ $ Net sales growth (GAAP) (5) - (1)% 5-6% Impact of additional week in fiscal Net sales growth excluding the impact of the additional week in fiscal 2016 (non-gaap) (2) 3-7% 7-8% Translation - 1 (Acquisitions) divestitures, net (1) (2) Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non- GAAP) (2) 2-6% 6-7% Effective tax rate (GAAP) 18.5% 13.8% Effective tax rate adjustments (3) Adjusted effective tax rate (non-gaap) (2) 19.0% 18.0% (1) Outlook is as of July 26,2017 (2) See description of non-gaap financial measures. (3) Includes adjustments for special tax items and the tax effect of acquisition related charges and restructuring and other charges, calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. 37